General Terms and Conditions of Inverthing GmbH
1. Scope
(1) All business relationships between Inverthing GmbH and the customer are subject exclusively to the following terms and conditions of delivery and payment in the version valid at the time of the order as well as to INCOTERMS 2010.
(2) Customers within the meaning of these Terms and Conditions are exclusively entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). These Terms and Conditions therefore expressly do not apply to consumers within the meaning of Section 13 of the German Civil Code (BGB); however, they can purchase our goods through the online shop www.qflame.com, for which separate Terms and Conditions apply.
(3) Oral ancillary agreements shall only be valid if they have been confirmed by Inverthing GmbH in writing or in text form (e-mail).
2. Conclusion of contract
(1) The presentation of the product range on our website does not constitute an offer in the legal sense, but rather a non-binding invitation to the customer to order goods from Inverthing GmbH or to request a specific offer there.
(2) By ordering the desired item from the website, the customer submits a binding offer to conclude a purchase contract. This can be done by telephone, in writing, or electronically (fax and email). Immediate confirmation of receipt of the order and further information regarding the order do not constitute acceptance of the offer. In these cases, the contract is concluded when the customer's offer is accepted by Inverthing GmbH through a corresponding express notification in the form of a confirmation email or by dispatch of the goods.
(3) In the event that Inverthing GmbH sends the customer an offer at their request, the purchase contract is concluded upon confirmation of the offer by the customer. This can be done by telephone, in writing, or electronically (fax and email).
(4) In the event of negotiations with a sales representative of Inverthing GmbH on-site at the customer's premises, the purchase contract may also be concluded by signing a corresponding purchase contract form by the parties or party representatives present.
3. Delivery
(1) The ordered goods will be shipped to the customer by a freight forwarder. Delivery will be made to the customer, to the address specified in the order, and to all persons located there, unless expressly excluded by the customer. Shipments are insured up to a maximum of €1,500.00.
(2) The risk shall pass to the customer upon handover of the goods to the forwarding agent.
(3) Inverthing GmbH strives for complete delivery. If this is not possible, partial deliveries are permitted, provided they are not unreasonable for the customer. The customer will not incur any additional postage and packaging costs as a result. Delivery dates are only binding if they have been expressly confirmed by Inverthing GmbH in writing or in text form (email).
(4) If the dispatch or delivery is delayed due to circumstances for which the customer is responsible, Inverthing GmbH may charge the customer monthly storage costs of 1 % of the net purchase price of the stored goods, starting one month after the order.
(5) Should a product not be available due to force majeure or production difficulties through no fault of Inverthing GmbH, or should the offered goods be lost before delivery to the customer and cannot be procured under reasonable conditions by Inverthing GmbH, Inverthing GmbH shall be released from its delivery obligation. The customer will be informed immediately, and any consideration paid by the customer will be reimbursed without delay.
4. Prices and payment terms
(1) The prices displayed in the respective offer at the time of the order apply. All prices are stated in euros and include statutory VAT. Inverthing GmbH will issue the customer an invoice for the ordered goods, which will be sent to the customer upon delivery of the goods.
(2) Depending on the payment method offered and selected, payments can be made by credit card, instant bank transfer, invoice or by using the PayPal payment service.
(3) If the customer defaults on payment, Inverthing GmbH is entitled to statutory default interest. The right to claim higher damages remains reserved.
5. Packaging and shipping costs
(1) Packaging and shipping costs will be charged separately and will be shown to the customer before the contract is concluded.
(2) In the event of cancellation, the customer shall bear the costs of return.
6. Retention of title
The delivered goods remain the property of Inverthing GmbH until they have been paid in full. In the event of a legitimate resale to an end customer, the customer hereby assigns its claim against the end customer in the amount of Inverthing GmbH's claim against the customer.
7. Warranty and limitation of liability
(1) If defects occur, Inverthing GmbH is entitled, at its own discretion, to remedy the defect or provide a replacement. If Inverthing GmbH is unable to remedy the defect or provide a replacement, the customer is entitled, at its discretion, to demand a reduction in the purchase price, to withdraw from the contract, and/or to claim damages. Otherwise, the statutory provisions apply.
(2) Obvious defects must be reported in writing immediately in accordance with Section 377 (1) of the German Commercial Code (HGB). Non-obvious defects must be reported in writing immediately upon discovery. Otherwise, the goods shall be deemed accepted within the meaning of Section 377 (2) of the German Commercial Code (HGB).
(3) Except in cases of intent and gross negligence, Inverthing GmbH shall be liable for contractual and non-contractual breaches of duty only for breaches of essential contractual obligations (cardinal obligations) that jeopardize the achievement of the contractual purpose. Excluded from this are claims that already arose prior to the conclusion of the contract. Liability is limited to the foreseeable, typically occurring damages and, in the event of an insured event, to the amount of the insured sum.
(4) Liability claims arising from intentional and grossly negligent breaches of duty arising from guarantee declarations, liability for damages resulting from injury to life, body or health, and liability under the mandatory provisions of the Product Liability Act remain unaffected by the above exclusions and limitations of liability.
8. Confidentiality and data protection
(1) The contracting parties undertake to treat all knowledge of confidential information and trade secrets ("trade secrets") of the other contracting party acquired during the initiation and implementation of the contract as confidential for an unlimited period of time and to use them only for the purposes of implementing this contract. The trade secrets of Inverthing GmbH also include the services provided under this contract.
(2) The above obligations shall not apply to trade secrets which
(a) were already public knowledge or known to the other party at the time of their transmission by the other party,
(b) have become known after their transmission by the contracting party through no fault of the other contracting party,
(c) after their transmission by the contracting party, have been made available to the other contracting party by a third party in a non-illegal manner and without restriction as to confidentiality or exploitation,
(d) which have been developed independently by one of the contracting parties, without using the trade secrets of the contracting party,
(e) which must be published pursuant to law, administrative order or court decision – provided that the publishing party informs the contracting party thereof immediately and assists the contracting party in defending against such orders or decisions or
(f) to the extent that the contractual partner is permitted to use or disclose the trade secrets on the basis of mandatory legal provisions or on the basis of this contract.
(3) Inverthing GmbH complies with data protection regulations, particularly when it is granted access to the customer's business. It ensures that its employees and vicarious agents also comply with these provisions, in particular by obligating them to maintain data confidentiality before commencing their work. Personal data will be treated by Inverthing GmbH in accordance with data protection regulations.
9. Final provisions
(1) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract shall be Erfurt. German law shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) In particular in cases of changes in the legal situation, the highest court rulings or market conditions, Inverthing GmbH is entitled to unilaterally amend the General Terms and Conditions, provided that the change does not place the customer at a disadvantage.
To this end, Inverthing GmbH will provide the customer with the new General Terms and Conditions in text form and grant the customer a period of four weeks to acknowledge and object to the General Terms and Conditions. If the customer does not object within these four weeks, the new General Terms and Conditions will be deemed accepted.
Inverthing GmbH will inform the customer of the legal consequences at the time of sending the new General Terms and Conditions and setting a deadline.
(3) Should any provision of this contract be or become invalid or contain a gap, the legal validity of the remaining provisions shall remain unaffected. In place of the invalid provision, a valid provision shall be deemed agreed that most closely approximates the economic intent of the parties. The same applies in the event of a gap. In the event of an invalid deadline, the legally permissible extent shall apply.
As of: 19.01.2021